PainChek : Offer Booklet

For personal use only

PainChek Ltd ACN 146 035 127

OFFER BOOKLET

PainChek Ltd ACN 146 035 127 (Company) is undertaking a 1 for 20 pro rata non-renounceable entitlement offer of Shares at an issue price of $0.028 per New Share to raise approximately $1.59 million before costs.

The Entitlement Offer closes at 5.00pm* (Sydney time) on Wednesday, 27 July 2022.

The Entitlement Offer is fully underwritten by Canaccord Genuity (Australia) Limited ACN 075 071 466.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document and the personalised Entitlement and Acceptance Form that accompanies it contains important information and requires your immediate attention. You should read both documents carefully and in their entirety, with emphasis on the risk factors detailed in Section 3 -. This document is not a prospectus under the Corporations Act and has not been lodged with ASIC. If you have any queries please call your stockbroker, accountant or other professional adviser or the PainChek Offer Information Line on 1300 737 760 (from within Australia) or [phone] (from outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Offer Period (10.00am on Monday, 4 July 2022 to 5.00pm on Wednesday, 27 July 2022), or visit our website at www.painchek.com.

*The Company reserves the right, subject to the Corporations Act and ASX Listing Rules to extend the Closing Date for the Entitlement Offer.

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Contents
Important Notices ..................................................................................................................................................	3
Chairman's Letter ...................................................................................................................................................	9
Key Dates ..............................................................................................................................................................	11
What Should You Do?...........................................................................................................................................	13
Section 1 - Overview of the Entitlement Offer .................................................................................................	15
Section 2 - How to Apply - Eligible Shareholders.............................................................................................	25
Section 3 -	Risk Factors .....................................................................................................................................	28
Section 4 -	Australian Taxation .........................................................................................................................	32
Section 5 -	Further Information........................................................................................................................	35
Eligible Shareholder Declarations.........................................................................................................................	38
Glossary ................................................................................................................................................................	40
Corporate Directory..............................................................................................................................................	42
Annexure A - ASX Announcement .......................................................................................................................	43

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Important Notices

This Offer Booklet is dated 4 July 2022. Capitalised terms in this section have the meaning given to them in this Offer Booklet (including the Glossary).

This Offer Booklet is issued by PainChek Ltd ACN 146 035 127 (Company or PainChek).

This Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows entitlement offers to be offered without a prospectus. This Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus. As a result, it is important for you to read and understand this Offer Booklet in its entirety, along with the publicly available information on PainChek and the Entitlement Offer (for example, the information available on PainChek's website https://www.painchek.com/and on the ASX's website www.asx.com.au) and seek advice from your financial, taxation and/or professional advisor prior to deciding whether to accept your Entitlement and apply for New Shares.

Section 3 - details important factors and risks that could affect the financial and operating performance of PainChek. When making an investment decision in connection with this Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 - and Section 4 - of this Offer Booklet).

Investments in PainChek are subject to investment risk, including delays in repayment and loss of income and capital invested. Neither PainChek nor the Underwriter guarantees any return or any particular rate of return on the New Shares offered under the Entitlement Offer, the performance of PainChek generally, the repayment of capital from PainChek or any particular tax treatment.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with, and agree to the terms of the Entitlement Offer, detailed in this Offer Booklet.

No overseas offering

This Offer Booklet, the accompanying Entitlement and Acceptance Form and the ASX Announcement, do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer Booklet does not constitute an offer or invitation to Ineligible Shareholders.

This Offer Booklet is not to be distributed in, and no offer of New Shares is to be made under the Entitlement Offer, in countries other than Australia and New Zealand, except as permitted below.

No action has been taken to register or qualify the Entitlement Offer or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside Australia and New Zealand may be restricted by law. If you come into possession of the information in this Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

It is your responsibility to ensure that you comply with any laws of your jurisdiction which are applicable to you and which are relevant to you in applying for New Shares under the Entitlement Offer.

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Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for PainChek to lawfully receive your Application Monies.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap.

1. of the Laws of Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

If you (or any person for whom you are acquiring the New Shares) are in Hong Kong, you (and any such person) represent and warrant that you are a "professional investor" (as defined in the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong).

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act").

The New Shares are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

Other than in the entitlement offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Serbia

This document has not been, and will not be, registered with or approved by the Serbia Securities Commission or other regulator in Serbia. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in Serbia except in circumstances that do not require a prospectus under the Law on the

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Capital Markets of Serbia, including to persons who are "qualified investors" (as defined in the Law on the Capital Markets).

If you (or any person for whom you are acquiring the New Shares) are in Serbia, you (and any such person) represent and warrant that you are a "qualified investor" (as defined in the Law on the Capital Markets of Serbia).

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of Singapore (the "SFA") or another exemption under the SFA.

This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

If you (or any person for whom you are acquiring the New Shares) are in Singapore, you (and any such person):

• represent and warrant that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act 2001 of Singapore ("SFA"));
• represent and warrant that you will acquire the New Shares in accordance with applicable provisions of the SFA; and
• acknowledge that the offer of the New Shares is subject to the restrictions (including resale restrictions) set out in the SFA.

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

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